[1] The method of interpreting the intent of the parties expressed in the disposal document

[2] The case affirming the judgment of the court below which held that since an entrustment contract concluded between the foundation that owns and manages the assets of the Daejeon X-K Scientific Park and the company operating the said park entrusted by such foundation for the public interest purpose of the foundation in light of its contents, it is a non-distinct contract similar to delegation for the purpose of securing the profitability of the operating company as well as the public interest purpose of the foundation, the contract can be terminated only when the grounds for termination are deemed to be different from the delegation contract under Article 680

[3] The case affirming the judgment of the court below which held that it is reasonable in light of the parties' intentions and the principle of fairness to interpret that a foundation may terminate the contract only when the above company is at a disadvantage due to the termination of the contract, and the above company clearly fails to perform its contractual obligations to the extent that it is recognized that the contract is not against the principle of equity, in full view of the contents of the contract, such as that the entrustment contract concluded between the foundation which is the owner and manager of the Daejeon X-Sa Scientific Park and its entrusted company will not compensate for the damage of the entrusted company due to the

[4] The case affirming the judgment of the court below which held that the termination of a contract is unlawful on the ground that the company entrusted with the operation of the park without permission by the foundation that owns and manages the assets of the Daejeon X-Sa Scientific Park, even though it is recognized that it violated the duty of partial entrustment contract, such as changing the purpose of the entrusted assets without permission and failing to fulfill the duty of investment in the agreed facilities, etc.

[1] Article 105 of the Civil Act / [2] Articles 105, 543, and 680 of the Civil Act / [3] Articles 105 and 543 of the Civil Act / [4] Articles 105 and 543 of the Civil Act

[1] Supreme Court Decision 94Da6048 delivered on June 28, 1994 (Gong1994Ha, 2098), Supreme Court Decision 98Da31462 delivered on October 20, 1998 (Gong1998Ha, 2678), Supreme Court Decision 2000Da48265 delivered on February 26, 2002 (Gong2002Sang, 785 delivered on May 24, 2002), Supreme Court Decision 200Da72572 Delivered on May 24, 2002 (Gong202Ha, 1479), Supreme Court Decision 2004Da6065 delivered on May 27, 2005 (Gong2005Ha, 2005Ha, 103105Ha, 203105Da515015 delivered on May 25, 2015

Daejeon X-Sa Science Park (Law Firm Pacific, Attorneys Gangnam-soo et al., Counsel for the defendant-appellant)

1. The term “the term “the term” means “the term” means “the term” means “the term” means “the term” means “the term” means “the term.

Daejeon High Court Decision 2002Na2452 delivered on February 7, 2003

The appeal is dismissed. The costs of appeal are assessed against the plaintiff.

1. Facts acknowledged by the court below

In full view of the evidence duly admitted by the court below, the following facts are summarized.

A. From August 6, 1993 to November 7, 1993, the government, which held the Daejeon World Exhibitions (hereinafter “the World Exhibitions”) in the Seosung-gu Daejeon-gu, Daejeon-gu, Daejeon-gu, was to create and operate the EXPO Science Park (hereinafter “science Park”) by utilizing the site and facilities of the EXPO after the completion of the EXPO based on a variety of research reports and public hearings by specialized institutions, etc. The operation system was established by establishing a non-profit public-service foundation to be the subject of ownership and management of the scientific park assets, and the specific management was entrusted to a specialized private business entity for efficient operation. Accordingly, on December 11, 1993, the government succeeded to all rights and obligations, including the remaining property of the Organizing Committee of the Daejeon-gu, a non-profit public-service foundation, the main institution in charge of the EXPO, and succeeded to the rights and obligations of the Daejeon Foundation (hereinafter “the Plaintiff’s succession to the rights and obligations of the Daejeon Foundation”).

B. On January 20, 1994, the EXE Science Park applied for the selection of a specialized management entity in a scientific park in accordance with the guidelines for application for the selection of a specialized management entity presented by the Foundation. On February 5, 1994, the scientific park was finally selected as a specialized management entity in a scientific park, and accordingly completed the registration of incorporation on February 25, 1994.

C. On March 28, 1994, the EXE Science Park Co., Ltd. (hereinafter “Defendant D&S”) entered into a consignment contract for the operation of the Scientific Park (hereinafter “instant consignment contract”) with the Foundation on the following grounds: (a) the Foundation entrusted the assets of the Foundation to operate the Scientific Park; (b) the Foundation supported Defendant D&S; and (c) the term of the consignment contract was twenty (20) years; and (d) the KE S&S Foundation started to operate the Scientific Park on August 6, 1994.

D. From December 194, Defendant D&S claimed that there was a considerable difference from the park operation plan at the time of the application for the entrusted project due to the rapid increase of entrusted assets to the Foundation, the rapid increase of the officially announced land price, the significant increase of access fees for public interest, the limit of increase of the guest unit price due to the diversification of the operating entity in the park, the decline in management activities due to excessive control over the Foundation, and the delay in business operations, etc., and demanded revision and supplementation of the entrustment contract. On July 1995, Defendant D&S demanded revision and supplementation of the entrustment contract. In addition, it recommended that Defendant D&S grant autonomous power to the entrusted assets operation of the Foundation as a way to normalize the park operation and to make a single compromise. The Memorial Foundation also concluded a new contract for temporary change of the existing contract terms by recognizing the accumulated reality of Defendant D&S’s deficit in the science park, and decided to amend the existing contract terms in favor of Defendant D&S to the new contract terms at the time of partial change of the contract terms from 1993th 196th 1.

E. Meanwhile, around September 194, the public audit of the government around September 1994 pointed out the possibility of false operation due to impergication between the Foundation and Defendant D&S. Around that time, conflicts between the Foundation and Defendant D&S and raising issues on the status of the Foundation continue through various mass media. Around January 1995, the Foundation rendered services to the Danam Development Institute regarding the long-term development plan of the Scientific Park at the time of its resumption of the Scientific Park around 1995, and suggested the Government to improve the operation system of the Scientific Park at the center of the Foundation as a construction project around 195, based on its research results, it was most desirable for the Foundation to develop the new environment at the expense of the Government. Around July 1996, it was reasonable to first promote the privatization of the scientific facility at the expense of the Government, but to present the operational structure of the Scientific Park at the expense of the Government at the time of its extension of the investment network and its operation conditions.

F. Accordingly, the government has had affiliated policy research institutes, etc. study and report the operational problems of the scientific park and its resolution methods. The results of the report include, as a matter of the operation of the scientific park, the lack of autonomy of the private sector enterprises, lack of public interest and private interests, lack of legal system improvement and supplementation, lack of motive for reinvestment in the private sector, improvement of regulations to support the government's financial support, etc. As a result of the improvement plan, the Ministry of Trade, Industry and Energy, on August 1, 1997, comprehensively reviewed the results of this study, was to promote the operation of the scientific park by private enterprises through competitive bidding (excluding light tower area, venture building site, and elbble movable property) and to promote the reorganization of the scientific park by private sector (in case of Defendant D&S, Defendant 1’s participation in the operation of the new park is not permitted under the 197 K&S bidding Agreement, and Defendant 1’s participation in the sale of the new technology and facilities to the public organization.

G. On September 6, 1997, the Foundation notified Defendant D&S of the termination of the instant consignment contract on the ground that it was impossible for the Foundation to receive early termination of the consignment contract on several occasions on the following grounds: (a) Defendant D&S’s failure to make new investments, failure to attract visitors, failure to operate existing facilities, poor management of entrusted assets, failure to make self-help efforts; and (b) failure to perform duties prescribed in the consignment contract; and (c) accordingly, Defendant D&S continued to operate the Scientific Park on several occasions on the ground that the termination was unlawful after the Foundation received the notice of termination from the said Foundation; (b) the Foundation prepared a scheme for sale of a park in accordance with the above reorganization of the operation; and (c) made it impossible for the Foundation to receive the notice of termination of the consignment contract on December 1, 1997 due to the public announcement of sale of facilities and sites of the Scientific Park; and (d) made it impossible for the Foundation to receive the notice of termination of the consignment contract.

2. Judgment on the grounds of appeal

A. According to the reasoning of the lower judgment, the lower court determined that: (a) it was reasonable to view that Defendant SP’s new e.g., Defendant 6’s new e., the establishment of an e.g., Defendant SPP’s new e., based on the following facts: (b) the Plaintiff’s e.g., its capacity to maintain and terminate the instant contract; and (c) it was unreasonable to view that the e.g., the Plaintiff’s new e., its new e., its current e., its current e., the current e., the current e., the current e., the current e., the current e., the current e., the current e.g., the current e., the current e., the current e., the current e., the current e., the current e., the current e.g., the current e., the current e., its new e.

B. First, as to the judgment of the court below on the grounds for termination of the entrustment contract of this case, so long as it is recognized that the contents of the contract of this case are genuine and correct, the court shall recognize the existence and contents of the expression of intent in accordance with the language and text stated in the disposition document unless there is clear and acceptable counter-proof that the contents of the contract of this case should be denied. In a case where there is a conflict of opinion on the interpretation of the contract between the parties, the interpretation of the parties' intent as stated in the disposition document is at issue, the contents of the language and text, the motive and background leading up to the agreement, the purpose to be achieved by the agreement, the parties' genuine intent, etc. shall be comprehensively considered, and it shall be reasonably interpreted in accordance with logical and empirical rules so as to be consistent with the ideology of social justice and equity. In particular, if the contents of the contract of this case as asserted by one party becomes liable to the other party, it shall be more strict interpretation of the contents of the contract of this case, and there is no error in the misapprehension of legal principles as to the execution of the entrustment contract of this case.

Then, in light of the records, the lower court’s determination that the termination of the instant consignment contract by the Foundation was unlawful is justifiable. In so doing, it appears that the lower court’s fact-finding and determination on whether Defendant D&S properly performed its obligations under the instant consignment contract and the Korea Time Change Contract and the degree of nonperformance thereof are justifiable. Furthermore, other than the circumstances cited by the lower court, the lower court determined that the termination of the instant consignment contract by the Foundation is unlawful on the basis of such fact-finding. In addition, it is difficult to evaluate that Defendant D&S did not have an intent to maintain the contract solely on the ground that the instant consignment contract was breached its obligations under the instant consignment contract by itself, and rather, it was difficult to consider that Defendant D&S did not have an intent to provide organic support or cooperation among the parties to the contract, or that there was insufficient institutional support to consider the public interest with the operation of the Scientific Park, and that there was no reason to revise the instant consignment contract system from the date of conclusion of the contract to the date of conclusion of the contract to the date of termination of the contract.

3. Conclusion

Therefore, the appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Park Jae-sik (Presiding Justice)